Tax Benefits any benefits with respect to Taxes which are actually and currently realized by any Tax Indemnitee, which are attributable solely to the incurrence or payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borrower.
Tax Benefits. (a) If a member of the Cyclerion Group realizes any Tax Benefit resulting from, attributable to or arising in connection with a Section 336(e) Election, and such Tax Benefit would not have arisen but for such election (determined on a “with and without” basis), Cyclerion shall make a payment to Ironwood within thirty (30) Business Days following each such realization of a Tax Benefit, in an amount equal to (A) the product of (x) such Tax Benefit, times (y) the percentage of the total related Distribution Losses represented by the portion of such total Distribution Losses for which the Ironwood Group is responsible pursuant to Section 6.4, plus (B) interest on such amount computed at the Prime Rate based on the number of days from the date of such actual realization of the Tax Benefit to the date of payment of such amount under this Section 5.1; provided, however, that (i) such payments shall be reduced by all reasonable costs incurred by the Cyclerion Group to amend any Tax Returns or other governmental filings, and (ii) if a Tax Benefit is realized (determined on a “with and without” basis) as a result of an audit adjustment by a tax authority for a tax period that has already been completed as of the time of such adjustment, then, solely for purposes of determining (x) the date on which Cyclerion must make a payment to Ironwood in respect of such Tax Benefit, (y) the date on which Cyclerion must provide the notice described in Section 5.1(b) , and (z) the date from which interest computed at the Prime Rate accrues on such amount, such Tax Benefit shall be treated as having been realized as of the date on which the applicable tax authority issued such adjustment.
(b) No later than thirty (30) Business Days after a Tax Benefit described in Section 5.1 is realized by a member of the Cyclerion Group, Cyclerion shall provide Ironwood with notice of the amount payable to Ironwood by Cyclerion pursuant to this Article V. In the event that Ironwood disagrees with any such calculation described in this Section 5.1(b), Ironwood shall so notify Cyclerion in writing within thirty (30) Business Days of receiving the written calculation set forth above in this Section 5.1(b). Ironwood and Cyclerion shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Article V shall be determined in accordance with the disagreement resolution provisions of Article XIII as promptly as practicable.
Tax Benefits. (a) Parent shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes received by any member of the Parent Group or the SpinCo Group, other than any refund to which SpinCo is entitled pursuant to Section 6.01(d). SpinCo shall not be entitled to any refund (or any interest thereon received from the applicable Tax Authority), except as set forth in Section 6.01(d). A Company receiving a refund to which the other Company is entitled hereunder shall pay over such refund to such other Company within fifteen (15) Business Days after such refund is received.
(b) If a member of the SpinCo Group would be expected to realize a Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Parent Group would otherwise be liable hereunder (or an adjustment pursuant to a Final Determination to any Tax Attribute of a member of the Parent Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), SpinCo shall make a payment to Parent within thirty (30) Business Days following receipt by SpinCo of the written calculation pursuant to Section 6.01(c) (or, in the event of a disagreement, following resolution of such disagreement pursuant to Section 6.01(c)), in an amount equal to such Tax Benefit (including any Tax Benefit expected to be realized as a result of the payment), plus interest on such amount computed at the Prime Rate (or, for the absence of doubt, the Prime Rate plus 2 percent as provided in Section 7.05(d) or Section 17, as applicable) based on the number of days from the date the member of the SpinCo Group would be expected to realize such Tax Benefit to the date of payment under this Section 6.01(b). For purposes of determining whether (and when) an adjustment to any Taxes for which a member of the Parent Group is liable hereunder is expected to result in a Tax Benefit for SpinCo, the SpinCo Group shall be deemed to be a SpinCo Full Taxpayer.
(c) No later than five (5) Business Days following a Final Determination described in Section 6.01(b), Parent shall provide SpinCo with a written calculation of the amount payable to Parent by SpinCo pursuant to this Section 6. In the event that SpinCo disagrees with any such calculation described in this Section 6.01(c), SpinCo shall so notify Parent in writing within thirty (30) days of receiving the written calculation set forth above in this Section 6.01(c)....
Tax Benefits. If an indemnification obligation of any Indemnifying Party under this Section 14 arises in respect of an adjustment that makes allowable to an Indemnified Party any offsetting deduction or other item that would reduce taxes which would not, but for such adjustment, be allowable, then any such indemnification obligation shall be an amount equal to (i) the amount otherwise due but for this Section 14(d), minus (ii) the reduction in actual cash Taxes payable by the Indemnified Party in the year such indemnification obligation arises, determined on a “with and without” basis.
Tax Benefits. The Parties intend that any Loss subject to indemnification or reimbursement pursuant to this Article III will be net of Taxes. Accordingly, (i) if the Person receiving the indemnification or reimbursement is a RemainCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in (a) increased deductions, losses, or credits, or (b) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to the Person receiving the indemnification or reimbursement (or to a member of the RemainCo Group), that would not, but for the Loss, after taking into account the related indemnification and reimbursement under this Article III, be allowable, then, RemainCo shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that the Person receiving the indemnification or reimbursement (or a member of the RemainCo Group) would have been required to pay or bear (or increases, in cash, the amount of a Refund to which the Person receiving the indemnification or reimbursement (or a member of the RemainCo Group) would have been entitled) but for such indemnification and reimbursement (and the related indemnification and reimbursement under this Article III), and (ii) if the Person receiving the indemnification or reimbursement is a SpinCo Indemnitee and if any such Loss, after taking into account the related indemnification and reimbursement under this Article III, results in Tax Benefits to the Person receiving the indemnification or reimbursement (or to a member of the SpinCo Group), that would not, but for the Loss, after taking into account the related indemnification and reimbursement under this Article III, be allowable, then, SpinCo shall pay RemainCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that the Person receiving the indemnification or reimbursement (or a member of the SpinCo Group) would have been required to pay or bear (or increases, in cash, the amount of a Refund to which the Person receiving the indemnification or reimbursement (or a member of the SpinCo Group) would have been entitled) but for such indemnification and reimbursement (and the related indemnification and reimbursement under this Article III). The Party obligated under the prior sentence is to make a payment in respect of such Tax Benefit no later than five Business Days after such Tax Benefit is Actually Realized. Except with respe...
Tax Benefits. (a) On the Closing Date, (i) the cancellation of the Options hereunder will give rise to compensation deductions to the extent permitted by applicable Law (the “Option Deduction”), (ii) the unamortized fees, unamortized interest and other expenses incurred by the Company or its Subsidiaries in connection with the incurrence of any indebtedness to be paid off at Closing may be deductible for income Tax purposes (the “Financing Fees Deduction”), and (iii) certain Transaction Expenses incurred by the Company or its Subsidiaries may be deductible for income Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees Deduction, the “Closing Deductions”).
(b) Purchaser shall pay the following amounts (collectively, the “Tax Benefit Amount”), at the following times, to the Common Stock Sellers
(i) Within five (5) Business Days after receipt by any member of the Buying Group (as defined in clause (iii) below), the total amount of the Tax refund (inclusive of interest) paid to any member of the Buying Group or any amount of Tax credited against Tax which any member of the Buying Group otherwise would be or would have been required to pay, in either case, with respect to any Pre-Closing Tax period but for the utilization of any of the Closing Deductions utilizing the Ordering Rule as defined in subsection (iii) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable to the carryback of any tax attribute from a post-Closing Tax period (or portion thereof), (B) expressly taken into account in the computation of Closing Working Capital, or (C) otherwise payable in accordance with the provisions of subsection (ii) below (any such amount, a “Closing Deduction Refund or Credit”).
(ii) Within five (5) Business Days after the filing of any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall (A) provide to the Equity Sellers Representative a written certificate as to the amount, if any, and the calculation thereof, of the Utilized Tax Attributes (as defined in clause (iii) below) for the Buying Group for such Tax Return; and (B) pay to the Common Stock Sellers an amount equal to such Utilized Tax Attributes.
(iii) For purposes hereof, “Utilized Tax Attributes” shall mean any reduction in the cash outlay for Taxes of any member of the Company or Buying Group that otherwise would be payable (...
Tax Benefits. To the extent permitted by law, Tenant will have the right to all depreciation deductions, investment tax credits and other similar tax benefits attributable to any construction, demolition and Restoration performed by Tenant or attributable to the ownership of the Project. Landlord, from time to time, will execute and deliver such instruments as Tenant will reasonably request in order to effect the provisions of this Section 37.18, and Tenant will pay Landlord’s reasonable costs and expenses thereof. Landlord makes no representations as to the availability of any such deductions, credits, or tax benefits.
Tax Benefits. If Parent determines, in its sole and absolute discretion, that: (i) one Party is responsible for a Tax pursuant to this Agreement or under applicable Law and (ii) the other Party is entitled to a Tax Benefit relating to such Tax, then the Party entitled to such Tax Benefit shall pay to the Party responsible for such Tax the amount of the Tax Benefit, as determined pursuant to Section 2.7.
Tax Benefits. If an indemnification obligation of any Indemnifying Party under this Section 12 arises in respect of an adjustment that makes allowable to an Indemnitee any Tax Benefit (other than a Tax Benefit resulting from a Section 336(e) Election, which shall be governed exclusively by Section 11) which would not, but for such adjustment, be allowable, then any such indemnification obligation shall be an amount equal to (i) the amount otherwise due but for this Section 12(d) minus (ii) the reduction in actual cash Taxes payable by the Indemnitee in the taxable year such indemnification obligation arises and the two taxable years following such year, determined on a “with and without” basis.
Tax Benefits. Lessee understands that Lessor intends to claim the "Tax Benefits", consisting of the maximum Modified Accelerated Cost Recovery System deductions for the minimum useful life applicable to each item of Equipment, as provided by Sections 168(b) and (c) of the Internal Revenue Code of 1986, and analogous benefits under state law, with respect to the Equipment. Lessee represents and warrants that: (i) Lessee has not been, is not now, and during the term of this Lease will not become, and will not allow the Equipment to be used by or leased to, a tax-exempt entity or government agency; and (ii) Lessee is not now, and during the term of this Lease will not become, a public utility. Without limitation by the preceding sentence, Lessee agrees not to take any action, fail to take any action, or misstate any fact which may result in any loss to Lessor of the Tax Benefits. Lessee agrees to pay promptly to Lessor an amount which will fully compensate Lessor, on an after-tax basis, for any loss of the Tax Benefits, plus interest, penalties and additions to tax, any loss in time value of the Tax Benefits, and any taxes imposed on any such compensation payment, resulting from Lessee's acts, omissions or misstatements, including, without limitation, with respect to the representations and warranties in the preceding paragraph. A loss of Tax Benefits occurs at the earliest of: (i) the happening of any event causing the loss; (ii) payment by Lessor of any additional tax resulting from the loss; or (iii) any adjustment to the tax return of Lessor. Lessor's right to recovery of a loss of Tax Benefits shall survive the expiration or termination of this Lease.
